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The Busby Berkeley Collection

The Busby Berkeley Collection
Warner DVD
42nd Street, Gold Diggers of 1933, Footlight Parade, Dames, Gold Diggers of 1935, The Busby Berkeley Disc
1:37 flat full frame
Street Date March 21, 2006
59.98; Available separately at 19.97

Choreography by Busby Berkeley

Reviewed by Glenn Erickson

Busby Berkeley's phantasmagorical musical extravaganzas were a highlight of 1930s culture, a bridge between the insufferably literal stage transpositions of the talkie transition and the later star-centered musical formulas at RKO and MGM. Berkeley had contributed to Goldwyn's Eddie Cantor pictures but it was Warners that gave him the creative go-ahead. The home of Rin-Tin-Tin got more than it bargained for, because Berkeley combined stagecraft cleverness, camera tricks and his own visual ideas to create musical numbers that were wholly cinematic: they could only exist on a screen, and nobody had ever put visuals like his on a screen anywhere. Those moguls must have thought Berkeley was some kind of crazy genius.

The memory of these pictures faded as America entered the war, and it wasn't until the middle 1960s that the Busby Berkeley flag was picked up by kitsch 'n' Camp-loving movie revivalist culture. His films found new life on college campuses in the 1970s. So far out of style that they form a style of their own, his amazing musical numbers are now revered as 'music videos' on a colossal scale: outlandish, sexually-charged surreal masterpieces. The shows may not be everyone's cup of tea -- but artists and surrealists tend to love them.

A compilation of individual Busby Berkeley numbers became a popular laser disc from about ten years ago; this new Busby Berkeley Collection DVD boxed set has five of Berkeley's top titles and a bonus disc replicating most of the contents of the old laser.

42nd Street
1933 / 89 min.
Starring Warner Baxter, Bebe Daniels, George Brent, Ruby Keeler, Guy Kibbee, Una Merkel, Ginger Rogers, Ned Sparks, Dick Powell, Allen Jenkins
Cinematography Sol Polito
Art Direction Jack Okey
Film Editor Thomas Pratt, Frank Ware
Original Music Harry Warren
Written by Rian James, James Seymour from a novel by Bradford Ropes
Produced by Hal B. Wallis, Darryl F. Zanuck
Directed by Lloyd Bacon

42nd Street surely cannot be the first puttin'-on-a-show backstage Broadway spectacle but it's the one that's become known as the archetype. Gold-digging chorus girls, goggle-eyed sugar daddies, old pros and young hopefuls are all here, as is the notion that the eager understudy might get her big break, should the star be so obliging as to break her leg. The cornball plot is compelling because the 'young and healthy' cast believes in it so strongly; Al Dubin and Harry Warren's songs have an aggressive, Depression-era immediacy.


Broadway director Julian Marsh (Warner Baxter) signs to do Pretty Lady despite suffering from a heart condition. Rehearsals are rocky at best, as the infantile producer Abner Dillon (Guy Kibbee) has the illusion that leading lady Dorothy Brock (Bebe Daniels) is in love with him. She's really in love with Pat Denning (George Brent), an old vaudeville partner. Green chorus girl Peggy Sawyer (Ruby Keeler) meets juvenile Billy Lawler (Dick Powell) and chorines Lorraine Fleming and Anytime Annie (Una Merkel and Ginger Rogers). Pretty Lady is barely limping to its out-of-town trial in Philadelphia when Dorothy Brock breaks her ankle. Who will go on in her place?

42nd Street is credited with getting the talkie musical back on its feet, as the genre had died around 1930 with a tired succession of dreary operettas and stage revues filmed with little or no imagination. Eddie Cantor's pictures were star vehicles, and there were terrific experiments from people like Ernst Lubitsch, but 42nd Street is the full-bore Broadway-style musical comedy that broke through.

This script isn't as Depression-oriented as some that would follow but it does have a definite hangdog attitude. Ex-vaudeville performer Pat Denning is a nice guy out of work, who fears that he'll become a gigolo. Star director Julian Marsh lost his shirt in the Wall Street Crash and knows he might die struggling to get the show on its feet. Instead of a triumph, the movie ends on a somber note of exhaustion.

Broadway is used as a metaphor for what makes America great. Some of the management decisions are unjust (Abner Dillon expecting favors for his money) or crooked (Pat Denning threatened by gangsters). But down in the trenches, the hard-working performers rehearse their hearts out to produce something great. Sassy Lorraine and Anytime Annie trade cynical one-liners but when push comes to shove, Annie knows what's best for the show.

The first four or so films in this collection are Pre-code marvels, made at a time when the studios were thumbing their noses at the puritanical Production Code. There are jokes about prostitution, about women being kept or trading for favors with wealthy men. The costumes are skimpy and undergarments seem to be optional. A certain amount of promiscuity is treated as normal.

42nd Street has one romantic ballad (You're Getting to be a Habit with Me) that compares romance with graphic descriptions of drug addiction, and three killer numbers for its finale. Young and Healthy is Berkeley's first rather minimalist 'geometric' dance, using a line of chorus girls as mobile architectural shapes on a revolving circular stage. Dick Powell serenades beauty Toby Wing (she's a posed portrait that breathes, with a patented frozen Busby Berkeley smile) and ends up grinning at her side through an archway formed by the legs of a dozen shapely chorines. Shuffle off to Buffalo is a cutesy novelty song that insinuates and anticipates all kinds of honeymoon hanky-panky. Clarence Nordstrom and Ruby Keeler trot down a sleeper car that conveniently splits in half, while Una Merkel and Ginger Rogers heckle them from the top berth.

Keeler does her famous clodhopper tap (clog?) dance atop a taxicab for the big title tune, Berkeley's first number that opens the stage into a complex theatrical set piece. Citizens in a rough neighborhood nod and rock to the music like the animated creatures of "Toontown," forming "a rhapsody of laughter and tears." Domestic violence in an upstairs apartment leads to gunfire and a spectacular 2nd-floor swan dive escape. Then a screen-ful of dancers comes on for the big finish. The song 42nd Street is a snappy, streetwise original; the Warren-Dubin music for these shows always has a catch, always hangs in the memory. The songs fight for our attention, as if failure meant ending up in a breadline.

Gold Diggers of 1933
1933 / 96 min.
Starring Warren William, Joan Blondell, Aline MacMahon, Ruby Keeler, Dick Powell, Guy Kibbee, Ned Sparks, Ginger Rogers
Cinematography Sol Polito
Art Direction Anton Grot
Film Editor George Amy
Original Music Harry Warren
Written by David Boehm, Erwin S. Gelsey, Ben Markson, James Seymour from a play by Avery Hopwood
Produced by Robert Lord, Jack L. Warner
Directed by Mervyn LeRoy

Gold Diggers of 1933 is the key Depression musical, forming one corner of a cultural triangle with I Am a Fugitive from a Chain Gang (outraged justice) and King Kong (monstrous anarchy).


When creditors shut down yet another of his shows, producer Barney Hopkins (Ned Sparks) commiserates with his unemployed showgirls Carol King, Trixie Lorraine, Fay Fortune and Polly Parker (Joan Blondell, Aline McMahon, Ginger Rogers and Ruby Keeler). Polly introduces Barney to songwriter Brad Roberts (Dick Powell). Brad not only writes the perfect tunes for Barney's Depression-themed dream show, he also has $15,000 to get it started. Everybody's employed again, but the girls worry that Brad will be uncovered as an embezzler, as he can't account for the money. He shies away from performing, despite having a great tenor voice.

This is the economic rock-bottom movie musical. The big producer is Ned Sparks, the dour cigar-chomping killjoy who always looks near bankruptcy no matter what movie he's in. The girls have almost lost their sense of humor in this one. Aline McMahon steals milk from the neighbors and Joan Blondell lectures Dick Powell on making false promises of employment: some of the girls who lose their jobs may have to earn their eating money you-know-how. This one's for the showgirls. They may be willing to fleece foolish men like Guy Kibbee and Warren William (or let them fleece themselves) but they also have hearts of gold.

Gold Diggers of 1933 starts with the famous We're in the Money number recycled thirty years later for Bonnie and Clyde, when it seemed an artifact from the long-lost past. Ginger Rogers gives the camera the trademark Busby Berkeley non-blinking starlet stare and sings lyrics in Pig-Latin, the Depression equivalent of saying "We're in the money -- not!" Rogers isn't allowed much of a presence in the rest of the show. If she was after the last laugh on her costars she definitely got it, because a year later she was at RKO with Fred Astaire and on her way to greater stardom than any of them.

The music this time around covers an even wider spectrum, with another set of unique, unforgettable choreographed showstoppers. It generally takes a week or two after seeing these films to get the infectiously catchy tunes out of one's head. Pettin' in the Park is as direct about leering, let's-have-fun sex as the Pre-code era got. The seasons change but the amorous activity continues in snow and shine. Billy Barty is a pixie-ish tot with a dirty mind, peeking behind a scrim that plays peek-a-boo with a dozen nude silhouettes of fast girls caught in the rain. The chorus eventually resorts to wearing suits of armor, but it's still a game: Ruby Keeler sits still and happy while her hormonally flushed sweetheart Dick Powell wields a can opener.

The Shadow Waltz is a fully-developed 'abstract' piece using dozens of obedient female bodies to form architectural patterns that M.C. Escher would have admired, in this case, hoop-skirted women playing neon violins. We hope that nobody got electrocuted, as high-voltage wires are draped all over these girls. But the surprising number is the dead-serious Remember My Forgotten Man? finale, in which Joan Blondell and a stirring Etta Moten share singing duties. Both women play abandoned sweethearts of unemployed veterans; Moten joins a series of suffering women idealized like classic Depression-era photos of Dust Bowl victims. The number features breadlines and marching men bringing to life lyrics that challenge an impassive government to do something. It's really powerful and one of the most effective 'social justice' scenes ever. Gold Diggers of 1933 ends with its cast in protest, without returning to the now-resolved backstage story.

This is Joan Blondell's film all the way, with Aline McMahon providing a strong comedy assist. We like to think that Aline's character eventually took up relief work and went to Europe post- WW2 to help relocate orphaned children in the sentimental favorite The Search. Ruby Keeler again proves she has the winning personality for the times, although she still dances like a wobbly colt that's thrown a shoe. By this time we're getting used to Dick Powell's insanely idiotic grins: arched eyebrows and Howdy Doody cheeks were the style for 'ingénue' male leads of the day.

Top-billed Warren William is the butt of the film's joke as Powell's stuffy brother, bamboozled by Blondell along with the ubiquitous Guy Kibbee.

Footlight Parade
1933 / 104 min.
Starring James Cagney, Joan Blondell, Ruby Keeler, Dick Powell, Frank McHugh, Ruth Donnelly, Guy Kibbee, Hugh Herbert
Cinematography George Barnes
Art Direction Anton Grot, Jack Okey
Film Editor George Amy
Original Music Sammy Fain, Harry Warren, Walter Donaldson
Written by Manuel Seff, James Seymour
Produced by Robert Lord
Directed by Lloyd Bacon

Footlight Parade is the best Busby Berkeley film with which to clobber newbies, as it is absolutely irresistible. James Cagney's nervy, terminally excitable stage producer makes it accessible to viewers otherwise allergic to musicals -- he's as electric here as he is in his gangster movies. Our favorite associate professor back at UCLA, Bob Epstein, would spring a perfect 35mm nitrate print of this gem on the first day of his basic 'intro to film history' class. He told us 1971 college kids that if we thought our generation had invented sex, drugs and psychedelic visuals, we had something to learn!


With sound pictures making plays extinct (!), director-impresario Chester Kent (James Cagney) talks crooked producers Si Gould and Al Frazer (Guy Kibbee and Arthur Hohl) into backing his idea for assembly-line theatrical companies for live movie prologues. While his partners hide the profits, Chester has to contend with chiselers, 'protégés,' and a censor advisor (Hugh Herbert) appointed by Si Gould's annoying wife Harriet (Ruth Donnelly). The faster Chester comes up with clever prologue subjects, the faster a conniving ex-employee steals them to give to the rival Gladstone Company. The future of Chester Kent prologues depends on signing the crucial Apollo theater circuit, but George Appolinaris (Paul Porcasi) wants to see three killer examples of Chester's work first. Fearful of leaks, Chester seals the studio to produce three prologues in three days. Assisting Chester are his faithful secretary Nan Prescott (Joan Blondell), tenor-turned-manager Scotty Blair (Dick Powell), office girl-turned-hoofer Bea Thorn (Ruby Keeler) and a particularly harried dance coach, Francis (Frank McHugh). Nan's the perfect girl for Chester, but he's blindsided by a conniving floozy with matrimonial plans, Vivian Rich (Claire Dodd).

Footlight Parade is the most fast-paced and densely-packed picture in the Berkeley bunch, and not recommended if one has a headache. With Cagney in the mix the picture's surface crackles with energy and razor-sharp dialogue. Cagney is simply all-electric, whether demonstrating a dance step in his unique tap style, going sappy for the wrong girl, or throwing tantrums at his double-crossing partners.

The emphasis this time around is on the enterprising, work-'til-you-drop spirit that would dig America out of its Depression doldrums. Stage producer Chester Kent invents a better mousetrap with his traveling prologue units and assembles a small army of gorgeous troupers in a giant rehearsal studio. The regimented life is a little bit like a German work camp, but a liberating, democratic spirit of anarchy prevails, with Chester fighting rampant nepotism, industrial spies, a wailing dance master ("It's impossible Mr. Kent!") and the laws of physics. To have a chance at success, the studio must be put under Martial Law. But success, true love and a better split of the profits are just one more prologue away.

The whole gang is back again, playing roles in which everyone is re-invented. Kept man Dick Powell asserts his independence and succeeds in the Chester Kent organization, while office drudge Ruby Keeler doffs her glasses and blossoms into a dazzling dancer. She still needs a new pair of horseshoes, but by this third picture we accept her off-rhythm stomping at face value. Cagney stares at her in approval, so who are we to gripe? Joan Blondell takes time off from Gold Digger duty to be the deserving (but smart-mouthed) executive assistant who gets the choice pleasure of literally kicking bitch-witch Claire Dodd off the premises: "Don't worry sister, as long they've got sidewalks, you'll have a job!"

In 1971, we self-satisfied baby boomer punks had no idea that our grandparents were capable of such saucy insolence. A rehearsal number called Sittin' on A Backyard Fence is basically a frisky pettin' reprise from the first Gold Diggers film, only with cats. "Come out, come out, come out and get your lovin'!'" go the lyrics. With a minimum of imagination, that translates to a simple, "Let's ****." These pictures were naughty stuff, no doubt.

The three big finale numbers hit us in a row, a triple whammy with the same effect as the overextended false climaxes in modern action films. After it's all over we walk out exhilarated and exhausted. Honeymoon Hotel picks up where Shuffle Off to Buffalo leaves off, giving us no end of eyebrow-wagging as Keeler and Powell check into the bridal suite. It turns out to be a bridal floor populated (or copulated?) by a phalanx of grooms with bedroom eyes and brides in why-bother-to-wear-it nightgowns. It makes one wonder just how many thousands of 1933 moviegoers left Footlight Parade and immediately got into, uh, the Family Way.

Cagney rightly starts off By a Waterfall by saying "If this doesn't get 'em, nothing will." Considered the height of Berkeley kitsch overkill, a tiny stage scene on a grassy knoll opens up to encompass a gigantic pool and waterfall set that could have wandered in from Die Niebelungen. Dozens of smiling, soaked aqua-babes loll and frolic on the insane set, which looks dangerous as Hell; one slip and it's broken limbs for everybody. We frankly wonder if they found any drowned women when they drained the thing at the end of the day. Esther Williams' films added Technicolor but even her biggest MGM numbers (often directed by Berkeley) can't touch the lyrical insanity of this piece, from the dippy "love call" lyric to the underwater, bottom-lit patterns that make Berkeley's corps of soggy chorines look like molecules reforming into crystalline structures. A down angle on a pyramid of legs and waterspouts is a vision of abstracted garishness that's never been matched. David Cronenberg would surely be impressed by this aggregate tower of flesh, which can only be described as 101 gorgeous girls combined into a new, composite creature. If the whole thing is meant to be Dick Powell's daydream idyll, he must be on LSD.

The final number is Shanghai Lil, which gives Cagney his place in the limelight. The slick -- and fast -- back-story describes Lil as an exotic Chinese vamp using a fast fly-by of a dozen barflies and lost souls, each singing a fragment of a lyric line. We think Lil is going to be revealed as a killer dame like Marlene Dietrich of the previous year's Shanghai Express. Instead, Ruby Keeler pops out of a box to dance with Cagney on a bar-top. Keeler must have worked like a demon, because she follows Cagney beautifully almost all the way through. It's a good routine as opposed to her usual, hold-your-skirt-and-hang-on exhibition. The Shanghai Lil number strikes patriotic notes while riffing stereotypes about sailors with a girl in every port; in 1933 there were plenty of China sailors overseas. And Keeler looks surprisingly cute in her China doll get-up.

1934 / 91 min.
Starring Joan Blondell, Dick Powell, Ruby Keeler, Zasu Pitts, Guy Kibbee, Hugh Herbert, Berton Churchill
Cinematography George Barnes, Sid Hickox, Sol Polito
Art Direction Robert M. Haas, Willy Pogany
Film Editor Harlod McLernon
Original Music Sammy Fain, Harry Warren
Written by Robert Lord, Delmer Daves
Produced by Hal B. Wallis
Directed by Ray Enright and Busby Berkeley

The Berkeley bubble lost a bit of air with Dames, a fourth picture with excellent episodes but a story that sags somewhat. Trying to outdo Footlight Parade was probably futile, and the weak comic tale that comprises a lot of this show is somewhat fatiguing. However, there's always I Only Have Eyes for You, one of the top Berkeley numbers.


Horace Peter Hemingway (Guy Kibbee) and his wife Matilda (Zasu Pitts) stand to inherit ten million from their relative Ezra Ounce (Hugh Herbert), an eccentric obsessed with morality, although hooked on an old-fashioned cure-all tonic that happens to contain 79% alcohol. Ezra moves in with the Hemingways to affect the cash transaction but is shocked to find out that his dispossessed relative, aspiring show producer Jimmy Higgens (Dick Powell) is hanging around. Worse, Horace's daughter Barbara (Ruby Keeler) is in love with Jimmy and wants to go on the stage. Horace isn't able to contain the chaos when showgirl Mabel Anderson (Joan Blondell) blackmails him for the $10,000 needed to put on Jimmy's new musical, a racy entertainment that features plenty of what the public wants to see: Sexy dames!

Dames is cute but lightweight; it repeats the earlier series formula without much in the way of novelty. Guy Kibbee, Hugh Herbert and Zasu Pitts are given entirely too much screen time and the lively ensemble casts of the earlier pictures have been dropped by the wayside. In its place we get a succession of running gags about intolerant bluenoses. Dames appears to have been one of the last Pre-code Berkeleys, after which there would be no more coy teasing of the Production Code and its puritan watchdogs. The script relishes the spectacle of the reformers getting stewed on jolts of their 'refreshing tonic.'

Dick Powell and Ruby Keeler carry the show when the trio of comedians is not hogging center stage. Joan Blondell has a disappointing one-note role as another Gold Digger taking advantage of poor Kibbee, in this case, by showing up in his Pullman train cabin, undressed in his bed. She does charm us in the unique storytelling musical number The Girl at the Ironing Board, as a turn-of-the-century laundress who dreams of love among the baskets of shirts and underwear. As with some Warners cartoons of the time, the number and Blondell get to poke fun at high-toned ballet fare. One hilarious shot has a row of 'swan lake' swan-hands marching past Blondell's clothesline to get wooden clothespins. We're told that one reason for Blondell's smaller part was that she was in advanced pregnancy at the time.

The two concluding set pieces redeem the picture entirely. I Only Have Eyes for You is the first Berkeley number that goes beyond surrealism into quasi-nightmare territory. Powell sees his girlfriend Ruby's likeness everywhere, but the motif gets out of hand when her smiling face -- which eventually starts to look frightening -- is multiplied ad infinitum. Dozens of dancers wear Ruby Keeler masks, 50 faces that all seem to stare out of the screen directly at us. In a beautifully planned Escher-like set, a platoon of Rubys rock and sway, made up so that in any particular shot we can only be sure that the girl nearest us has to be the real Ruby. The 'real Ruby' falls asleep on the subway. Powell's whispered final line, "I only have eyes for you" comes off like an endearment, and also a weird, nightmarish secret.

The final number Dames fesses up to the truth that 50% of these pictures (and as the song says, all variety shows) are built on the basic appeal of girl watching. Powell starts it with a snappy launch scene in a producer's office, which eventually becomes one of the most abstract of his spectacles. At least a hundred women wake up (sharing beds two by two) and primp before mirrors; they're eventually arrayed across the screen like paper dolls. The female form is objectified, fetish-ized and adored -- it's like a Ziegfeld Follies spectacle under an electron microscope.

In Footlight Parade a traffic cop follows James Cagney back into his theatrical rehearsal halls, hoping for a job as an idea man. The cop ogles the hundreds of attractive young women and says, "Mr, Kent, seeing all these girls gives me a lot of ideas." In 1933 there can't have been all that many venues for 'girly' pictures outside of French postcards, The Police Gazette and the marble statues at the art museum. The towers of flesh and dozens of smiling, 'creatively cooperative' women in these movies must have been a real eye-opener for the common slob with ten cents for a movie ticket. The entire enterprise has an orgiastic quality. Guys must have had their eyes peeled, thinking just as the cop does ... Gee, sex is not only attractive, it looks like ANYTHING is possible!

Gold Diggers of 1935
1935 / 95 min.
Starring Dick Powell, Adolphe Menjou, Wini Shaw, Gloria Stuart, Alice Brady, Hugh Herbert, Glenda Farrell, Frank McHugh, Grant Mitchell, Dorothy Dare
Cinematography George Barnes
Art Direction Anton Grot
Film Editor George Amy
Original Music Harry Warren
Written by Robert Lord, Peter Milne, Manuel Seff
Directed by Busby Berkeley

Bringing up the tail end of the collection is Gold Diggers of 1935, which actually came after a few other Berkeley titles, like Wonder Bar with Al Jolson. Berkeley's films and the musical numbers in them began to tame down somewhat, often consisting of little more than people in stylized band uniforms moving about in syncopated march steps. The story in this picture slogs along, never quite finding a reason to be ... until a final number that turns out to be Busby Berkeley's greatest achievement. The Gold Diggers of 1935 has always been a ho-hum movie with an incredible sequence hiding inside, The Lullaby of Broadway.


Filthy rich tightwad Matilda Prentiss (Alice Brady) checks into the snooty Wentworth summer resort with her playboy son Humbolt (Frank McHugh) and her frustrated daughter Ann (Gloria Stuart). Ann's upset about being forcibly engaged to the rich but infantile T. Mosely Thorpe III (Hugh Herbert). She makes a deal with Mom -- she'll marry T. Mosely in the fall if she can have fun now. Matilda hires desk clerk and medical student Dick Curtis (Dick Powell) to be Ann's summer companion, even though he already has a steady girl, activities hostess Arline Davis (Dorothy Dare). Meanwhile, gold-digging stenographer Betty Hawes (Glenda Farrell) gets her hooks into T. Mosely, and Matilda is taken to the cleaners by swindling theatrical impresario Nicolai Nicoleff (Adolphe Menjou), who is staging the Wentworth charity show for the Milk Fund.

Gold Diggers of 1935 starts out promisingly with a musical opening in a new setting, a country getaway hotel. The staff prepares for its snooty customers to a tune that sounds a bit too much like Dames. More fun is had via the hotel's bizarre payroll system. Bellboys, bartenders and service people work for free but are assured that the rich clientele will tip them generously. When work begins, however, the employees discover that everybody from their supervisors to the greedy manager expects a cut of their pay. It all sounds like a criticism of what it's like to work for Warner Bros.!

The old Berkeley cast is gone entirely, with only Dick Powell making a connection to the series. His costar is the non-singing, non-dancing Gloria Stuart (The Invisible Man, Titanic), who looks great and helps him carry the show. She might as well not sing, because the movie has so few tunes that The Words are In My Heart is given a full reprise. The rich and goofy Alice Brady (My Man Godfrey) gets most of the attention, as does Adolph Menjou's overripe and only marginally amusing 'crazy Russian' character.

Terribly wasted is Glenda Farrell, once the equal of Joan Blondell in the smart wisecracks department and irreplaceable in pictures like Mystery of the Wax Museum. This is Busby Berkeley's first full-on directing job, and the picture has a lot of loose ends that could have been tied up a little better in the script.

Using 40-odd dancing pianos, the big number for The Words are in My Heart seems innocuous enough until we realize that hiding under each of the fake instruments is a dancer in black, bent over at the waist. These guys guide the pianos and their chorus-girl pianists around while being functionally blind. We wonder what other tortures Berkeley's dancers went through, as we can imagine the kind of back distress this would cause after only a few minutes -- and these guys are doing complicated moves that can't have gone right the first ten times. For all their work, they remain totally anonymous. Wrong! See  Footnote 2.

The Words are in My Heart is but an appetizer for The Lullaby of Broadway, Berkeley's magnum opus. Some German-style expressionism comes through in Dames but Lullaby pulls out all the stops. It's not a dream sequence. It begins with a disembodied head in an inky void, singing a full rendition of the title song. The head belongs to Winifred (Wini) Shaw, a statuesque beauty with lesser credits in other Warners films of the time -- both she and this film's Dorothy Dare are in the unsung Sweet Adeline from the year before. Shaw reclines, inverts her head, and her face becomes Manhattan itself. The camera moves in and the story plays out inside her. Shaw is like a soul in perdition, endlessly repeating her danse macabre.

The number is a prototype for the long dance ballets championed later by Gene Kelly at MGM; there's even a reel change in the middle. It's structured as one of those 'symphony of a city' tales told in little glimpses of daily life. The rest of the city goes off to its life of subways and time clocks while "The Broadway Baby" (Shaw again) is just getting to bed. Everyone else is seen to have a job to do, even a street organ grinder. Unlike the hordes of workaday proles around her, The Broadway Baby and her carefree lover (Dick Powell, smothered in lipstick) lead a nocturnal life of endless nightclubs and champagne, a dazzling existence above the anonymous workers. Milkmen and housewives smile with winking indulgence at The Broadway Baby's lifestyle. But as the sequence gets darker a creepy tone of moral judgment takes hold.

What we see makes us think that the playful pair has already lost their souls, as the 'Club Casino' turns out to be a gigantic blank space for an enormous orchestra and at least 150 dancers, with the two of them the only patrons. A single pair of dancers set the romantic mood but then lead a couple of hundred clones into a sexually charged 'call and response' dancing battle between men and women. The dancers first appear in the guise of sexual symbols: The women hold their arms to form little circles while the men advance jutting their arms upward like those little arrows. Savant rejects the notion that they're giving Fascist hand salutes.

The Lullaby of Broadway turns out to be a dance of sin and death, a strange ritual that will make the Broadway Baby pay a terrible price for her luxurious existence. She literally "asks for it": "Come and dance! / -- My baby may not let me. / Come and dance! / --- Why don't you come and get me?" The Broadway Baby spins with multiple dance partners and then rushes toward a climax of horror and implied moral retribution, as the city claims its sinner. While still in shock, the audience is shown The Broadway Baby's empty apartment, and the little kitten that now will not be fed. Manhattan transforms back into Wini Shaw singing her warning as she once again retreats into the vanishing point.

The number pulls together all of Berkeley's storytelling skills and graphic talents to create something essentially scary; it gives little kids nightmares. The dancers are aggressive and demanding and the initially seductive main dance turns into a kind of mindless assault. The echoing footsteps in the giant hall match the hollow 'roller rink' ambience of the music.

Busby Berkeley would go on to highlights at MGM and Fox (I'm partial to the giddy, fruity fun in The Gang's All Here) but this must have been his high point, the only thing that could top and summarize Berkeley's earlier achievements.  1

Disc Quality:

All of these pictures look better than I've seen them before, even the first four titles, which previously had quality problems -- soft pictures, frame damage, indistinct audio. Every once in a while an individual scene or shot is a little softer or more grainy, but overall it's obvious that better materials were sourced. Images are punchier and much cleaner. The disembodied head of Wini Shaw now floats in mostly inky darkness. It used to be surrounded by blotchy contrast blooming and swarms of white speckles.

The audio is a big improvement, as anyone who's seen these pictures on TV will remember the hissy background levels, hard-to-hear dialogue, pops and dropouts. They've been cleaned up beautifully, revealing new dynamism and detail in the tracks.

The Extras:

The generous added value extras on the new Busby Berkeley discs are listed below. I believe that 42nd Street is the only title previously released, which perhaps accounts for the fact that new extras for it have been added to the Gold Diggers of 1933 disc. Among the 'vintage featurettes' are some behind-the-scenes short subjects showing Busby Berkeley at work, but the lineup also includes variety short subjects with no immediate connection to the series. Good Morning, Eve is an early Technicolor short of amazing quality that shows glimpses of Venice Beach and the Santa Monica Airport back in 1934. Savant didn't intuit any exact Berkeley link to a Bob Hope comedy one-reeler either.

The cartoons included are those weird Merrie Melodies shorts concocted to help Warners sell the music from the shows. Instead of semi-naked females, the songs are illustrated with animals, babies, or living toys; salacious lyrics have been replaced with tamer words. All the characters 'bop' to the music in that nightmarish 'Toontown' way. If Leon Schlesinger's animators went stark raving mad making these things, it would explain their gonzo abandon in the later Bugs Bunny and Daffy Duck years.

Some of the cartoons have industrial-strength racial and ethnic humor, the kind that makes one wince. When these were shown on TV back in the late 50s, the offensive 'darkie' bits would be left in but the noxious Jewish jokes were usually taken out. It's odd that the cartoons would abolish any hint of sex while playing up these stereotypes, whereas some of the Busby Berkeley numbers in the movies themselves used black characters in racially neutral or favorable ways. We remember a happy pair being just another couple pettin' in the park, and of course Etta Moten's glorious chanteuse. When a Jewish character pops up singing in Footlight Parade, he's benign: "Said she'd not be mine, for all of Palestine -- Oy Vey!"

The discs all have trailers, and some have radio shows promoting the films' songs.

The docus examine the individual movies but also specialize their focus on subjects like the composers or Berkeley's shooting methods. In general they're well constructed, even though we get plenty tired of some of overly enthusiastic hyperbole -- the author-pundits sometimes seem capable of speaking only in superlatives. But plenty of meaningful information is conveyed. Unlike earlier featurettes on the Warners gangster film collection, the producers have not cut all the sound bites down to six and ten-word snippets. Directors John Landis and John Waters both offer excellent observations. Landis is genuinely excited about the subject of Busby Berkeley, and Waters surprises us with well-reasoned ideas about both the director's appeal and the inner meaning of his work.

The Bonus Busby Berkeley Disc:

The bonus disc, which I believe is an exclusive to the boxed set, is simply called The Busby Berkeley Disc. It's a compilation of 21 complete Berkeley musical numbers from nine Warner Bros. films of the 1930s. All of the key numbers from the above shows are there, so the only real new material are songs from Fashions of 1934, Wonder Bar, In Caliente and Gold Diggers of 1937. If you have the old collector's laser disc from about ten years back don't dump it quite yet. This DVD's identical stack of scenes has one pointed omission, Goin' to Heaven on a Mule from Wonder Bar. It's a painfully racist Al Jolson 'darkies in heaven' number, sung in blackface and consisting almost completely of offensive comic gags.

The hot ticket on the bonus disc is The Lady in Red, a swooningly cool ballad sung by Wini Shaw in a glamorous and less suicidal mood. Its extended ballroom exhibition dance is one of the best of its kind. It also features a chorus of Latin bartenders and a fall-down funny comedy bit by the almost completely forgotten Judy Canova. She could win a prize for the major starring personality of the past least likely to be revived anywhere -- repertory, cable TV, you name it. I've been watching TV for forty years and have never caught a Judy Canova 'hix pix' movie. The Lady in Red number isn't a massive production, but it shows Berkeley's taste and timing working beautifully.

On a scale of Excellent, Good, Fair, and Poor,
42nd Street rates:
Movie: Very Good
Video: Excellent
Sound: Excellent
Supplements: 3 Vintage Featurettes: Harry Warren: America's Foremost Composer, Hollywood Newsreel, A Trip Through a Hollywood Studio; Notes on Busby Berkeley
Footlight Parade rates:
Movie: Excellent
Video: Excellent
Sound: Excellent
Supplements: New Featurette: Footlight Parade: Music for the Decades; 2 Vintage Featurettes: Rambling 'Round Radio Row #8, Vaudeville Reel #1; 2 Vintage Cartoons: Honeymoon Hotel, Young and Healthy; Trailer

Gold Diggers of 1933 rates:
Movie: Excellent
Video: Excellent
Sound: Excellent
Supplements: New Featurette 42nd Street: From Book to Stage to Screen; Vintage Featurette The 42nd Street Special; New Featurette: Good Diggers: FDR's New Deal...Broadway Bound; 2 Vintage Featurettes: Rambling 'Round Radio Show #2, Seasoned Greetings; 3 Vintage Cartoons: I've Got to Sing a Torch Song, Pettin' in the Park, We're in the Money; Busby Berkeley Musicals Trailer Gallery
Dames rates:
Movie: Good
Video: Excellent
Sound: Excellent
Supplements: New Featurette Busby Berkeley's Kaleidoscopic Eyes; 3 Vintage Featurettes: And She Learned About Dames, Good Morning Eve, Melody Master: Don Redman and His Orchestra; 2 Vintage Cartoons: I Only Have Eyes for You, Those Beautiful Dames; Audio-Only Bonus: Direct from Hollywood Radio Promo; Trailer

Gold Diggers of 1935 rates:
Movie: Excellent but only because of the Lullaby of Broadway number
Video: Excellent
Sound: Excellent
Supplements: New Featurette: (buz'be bur'kle)n. A Study in Style; Vintage Featurette: Double Exposure; 2 Vintage Cartoons: Gold Diggers of '49, Shuffle Off to Buffalo; Radio promo Direct from Hollywood; Gold Diggers Trailer Gallery
Packaging: Six discs in keep cases in card box
Reviewed: March 14, 2006


1. The Lullaby of Broadway is the closest thing to a horror musical number next to various versions of The Night on Bald Mountain. In Val Lewton's The Seventh Victim the suicidal Jacqueline Gibson is described as an "adventuress and sensationalist" who once led a wild Manhattan lifestyle but has now collapsed into darker pursuits, toying with dangerous ideas like Devil Worship. Lewton may have had somebody like Louise Brooks in mind, but I've always thought of Gibson as a haunted version of The Broadway Baby, living in quiet despair.

2. A Major Correction from Author Brendan Carroll, 3.19.06:
Hi there. Mightily enjoyed your review of the Berkeley set. I just thought you might like to know that when I interviewed Harry Warren in the mid 70s, he told me that in Gold Diggers of 1935 - the "Words Are In My Heart" dance of the grand pianos number (which, by the way uses 56 pianos in total) was actually achieved by using midgets in black, not full sized dancers bent double!!

While the number was heard on playback, they followed taped lines on the black floor and moved the pianos (on casters, totally empty inside and made of balsa wood so they were super light!) while Berkeley shouted directions though a megaphone at them. The entire thing was shot silent.

Warners had apparently got a contractual arrangement with an outfit called the Singer Midgets, that they had used the previous year in the ballets for A Midsummer Night's Dream. I doubt anybody else knows this little bit of trivia but every time I see the number, I remember with great fondness, the irrepressible Warren telling me this tale over a delicious lunch at the Bel Air Country Club, while Andy Williams & Bing Crosby teed off outside the window!

Thought this might amuse you... Best -- BRENDAN CARROLL

(Brendan Carroll is well-known as an authority on Erich Wolfgang Korngold, and is the author of the massive Korngold biography The Last Prodigy.)

DVD Savant Text © Copyright 2007 Glenn Erickson

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